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Employment Agreement

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Title:

Employment Agreement

Entities:

La Jolla Pharmaceutical Co.

Date:

2007

Size:

Preview shows 5KB of 16KB total

Price:

$33

ID:

#2750265

► Employment ► Employment Agreements
► Biotech & Drugs ► Biological Products

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EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this Agreement) is effective as of December 4, 2006 (the Effective Date), and is entered into by and between Michael Tansey (Employee) and La Jolla Pharmaceutical Company (the Company).

WHEREAS, the Company offered Employee employment pursuant to an offer letter and agreement dated July 10, 2006 (the Offer Letter);

WHEREAS, the parties hereto desire to amend and restate the terms of Employees employment in this Agreement.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Title; Other Consulting. Employee shall have the title of EVP & Chief Medical Officer. In this capacity, Employee will report to the Companys Chief Executive Officer. Employee will be permitted to provide consulting services to other entities and persons during his employment hereunder provided (i) such consulting does not interfere with Employees ability to perform his duties and responsibilities hereunder, and (ii) such consulting does not involve anything pertaining to research, diagnosis or treatment of lupus, including but not limited to any therapeutics for lupus.

2. Compensation,

(a) Annual Base Salary. As compensation for all services to be rendered by Employee under this Agreement, the Company shall pay Employee a base annual salary of $325,000, which salary shall be paid in conformity with the Companys pay practices generally applicable to Company executives.

(b) Bonus. Employee will be eligible for a target bonus of up to 40% of his base annual salary, with any bonus for 2006 to be prorated. The bonus for each year will be determined by the achievement of goals established for (i) Employees position, and (ii) overall Company performance, and is subject to approval by the Companys Board of Directors.

(c) Benefits. During the term of his employment, Executive shall be entitled to participate in all employee benefit plans and programs, including paid vacations, to the same extent generally available to Company executives, in accordance with the terms of those plans and programs. The Company shall have the right to terminate or change any such plan or program at any time.

(d) Health Insurance. If Employee declines to participate in the Companys group health plan, then for each full year of non-participation, the Company will pay Employee $9600 to compensate him for the purchase of supplemental medical coverage. Said payment will be made in a lump sum on or before August 1 of each year of employment hereunder.

(d) Stock Options. In connection with this Agreement, Employee has been granted a stock option to purchase 87,000 shares of the Companys stock pursuant to the terms of the Companys 2004 Equity Incentive Plan. This option is in addition to an earlier option to purchase 113,000 shares pursuant to the same Plan.

3. Termination; Severance.

(a) If (i) Employees employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employees employment with the Company or its successor Terminates In Connection With a Change in Control, and in the absence of any event or circumstance constituting Cause, then, in either case:

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